8-KLeadership ChangesExhibits & Filings

OLD DOMINION FREIGHT LINE, INC. 8-K Report, Executive Changes (Aug 16, 2022)

Filed August 16, 2022For Securities:ODFL

Summary

Old Dominion Freight Line, Inc. (ODFL) filed an 8-K on August 16, 2022, primarily detailing changes related to Executive Chairman David S. Congdon. The company and Mr. Congdon entered into an agreement to terminate his existing employment agreement. This termination was approved by the Board's Compensation Committee. Importantly, Mr. Congdon will remain an executive officer and continue his role as Executive Chairman of the Board. In connection with the termination, he has been selected to participate in the company's Change of Control Severance Plan for Key Executives. His termination compensation is set at 2.5 times his Base Salary and Bonus Amount, subject to the plan's terms.

Key Highlights

  • 1Termination of David S. Congdon's employment agreement, effective August 16, 2022.
  • 2Mr. Congdon will continue to serve as Executive Chairman of the Board.
  • 3Mr. Congdon remains an executive officer of Old Dominion Freight Line, Inc.
  • 4Mr. Congdon selected for participation in the Change of Control Severance Plan for Key Executives.
  • 5Termination compensation for Mr. Congdon is set at 2.5 times his Base Salary and Bonus Amount.
  • 6The termination and severance arrangements were approved by the Compensation Committee of the Board of Directors.

Frequently Asked Questions

No, David S. Congdon has not left the company. While his employment agreement has been terminated, he will continue in his role as Executive Chairman of the Board and remains an executive officer.

The primary financial impact relates to Mr. Congdon's severance package. He is entitled to termination compensation equivalent to 2.5 times his Base Salary and Bonus Amount, as per the Change of Control Severance Plan. Specific details of these amounts are not provided in this 8-K filing but are governed by the referenced Severance Plan.

The 8-K filing states that an agreement was reached between the Company and Mr. Congdon to terminate his employment agreement. The specific reasons for this termination are not disclosed in this filing, but it was approved by the Compensation Committee.

The filing indicates Mr. Congdon is participating in the 'Change of Control Severance Plan,' which suggests this type of plan is being utilized. However, this specific 8-K filing does not report an actual change of control event for the company itself.